8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  March 31, 2023

Commission File Number:  001-32420

Charlie's Holdings, Inc.
(Exact name of registrant as specified in its charter.)

Nevada	84-1575085
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1007 Brioso Drive, Costa Mesa, California 92627
(Address of principal executive offices)

949-203-3500
(Registrant's Telephone number)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: None

Item 3.03 Material Modification to Rights of Security Holders.

The information disclosed in Item 5.03 is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

The Board of Directors and the holders of a majority of the Series A Convertible Preferred Stock of Charlie’s Holdings, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Certificate of Designations, Preferences, and Rights of the outstanding shares of Series A Convertible Preferred Stock (the “Certificate of Designations”). The Amendment (i) adds the New York Stock Exchange and the NYSE American markets to the list of national security exchanges that would satisfy the condition in Section 4(b)(i) of the Certificate of Designations which, upon a listing on such exchanges, causes an automatic conversion of the Series A Convertible Preferred Stock into shares of common stock and (ii) increases the amount of Permitted Indebtedness (as defined in the Certificate of Designations) from $2.5 million to an amount not to exceed $6.0 million. The Amendment was effectuated through the filing of the Certificate of Amendment with the Secretary of the State of Nevada on March 31, 2023 and effective on such date.

The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01(d)         Financial Statements and Exhibits.

Exhibit 3.1	Certificate of Amendment to the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of Charlie’s Holdings, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Charlie's Holdings, Inc.
Date:   April 4, 2023	By:	/s/ Ryan Stump
		Ryan Stump
		Chief Operating Officer

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE

SERIES A CONVERTIBLE PREFERRED STOCK OF

CHARLIE’S HOLDINGS, INC.

(NVID# NV20011181275)

(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

Pursuant to Sections 78.385 and 78.390 of the Nevada Revised Statutes, CHARLIE’S HOLDINGS, INC., a Nevada corporation (the “Corporation”), hereby adopts the following Certificate of Amendment to its Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of Charlies Holdings, Inc. (the “Original Certificate”):

1. Section 4(b) of the Original Certificate shall be amended and restated in its entirety as follows:

“(b) Automatic Conversion. Subject to the provisions of Section 4(e), upon the occurrence of (i) the Corporation’s Common Stock being listed on the New York Stock Exchange, NYSE American, Nasdaq Global Select Market, Nasdaq Global Market, or the Nasdaq Capital Market, and (ii) the Dividend Amount has been paid to each Holder in full, then each of the issued and outstanding Preferred Shares shall automatically, and without further action required on behalf of the Holder, convert into the number of shares of Common Stock at the Conversion Rate then in effect (“Automatic Conversion”). In the event of an Automatic Conversion, the Corporation shall provide each Holder with notice of such Automatic Conversion within five (5) Business Days prior to the date thereof (“Automatic Conversion Notice”). Following receipt by the Holder of an Automatic Conversion Notice, the Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Corporation the original certificates, if any, representing the Preferred Share Certificate, as such term is defined in Section 4(d)(i), so converted as aforesaid (or an indemnification undertaking with respect to the Preferred Shares in the case of its loss, theft or destruction as contemplated by Section 17(b)). On or before the second (2nd) Trading Day following Share Delivery Deadline, as defined in Section 4(d)(i), the Corporation shall (1), provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such Automatic Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder shall be entitled. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event upon an Automatic Conversion a Holder would be issued shares of Common Stock in excess of the Maximum Percentage, in lieu of issuing all of the shares upon such conversion, the Corporation will issue share up to the Maximum Percentage and subject to the terms and conditions set forth herein, from time to time, the Corporation shall be obligated to issue and the Holder shall have the right to the issuance of up to the balance of the shares that would automatically have been issued upon such conversion, subject to adjustment hereunder (the “Reserved Shares” and such right of the Holder, the “Right”). The exercise of the Right may be made, in whole or in part, at any time or times on or after the date hereof by delivery to the Corporation (or such other office or agency of the Corporation as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Corporation) of a notice (the “Notice of Issuance”). The exercise of the Right will be subject to the Maximum Percentage and delivery of shares of Common Stock shall be made in accordance with the terms of this Certificate as if it had been a Conversion of Preferred Shares.”

2. Section 30 of the Original Certificate shall be amended to replace the definition of “Permitted Indebtedness” as follows:

““Permitted Indebtedness” means (x) all indebtedness of the Corporation outstanding on the Issuance Date or thereafter that does not constitute Indebtedness, provided that the terms thereof have not been amended or modified on or after the Issuance Date. and (y) monies borrowed in an amount not to exceed $6,000,000.”

3. The amendment was approved and adopted by the affirmative vote of not less than 50%, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation, of the then outstanding holders of Series A Preferred Stock of the Corporation on March 29, 2023.

IN WITNESS WHEREOF, the Corporation has executed this Certificate of Amendment on March 29, 2023.

CHARLIE’S HOLDINGS, INC.

a Nevada corporation

/s/ Henry Sicignano, III

Name: Henry Sicignano, III

Title: President

XML

Document And Entity Information	Mar. 31, 2023
Document Information [Line Items]
Entity, Registrant Name	Charlie's Holdings, Inc.
Current Fiscal Year End Date	--12-31
Document, Type	8-K
Document, Period End Date	Mar. 31, 2023
Entity, File Number	001-32420
Entity, Incorporation, State or Country Code	NV
Entity, Tax Identification Number	84-1575085
Entity, Address, Address Line One	1007 Brioso Drive
Entity, Address, City or Town	Costa Mesa
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	92627
City Area Code	949
Local Phone Number	203-3500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001134765